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Anheuser-Busch InBev to Redeem Five Series of Senior Notes due 2018
Anheuser-Busch InBev SA/NV
(Incorporated in the Kingdom of Belgium)
Register of Companies Number: 0417.497.106
Euronext Brussels Share Code: ABI
Mexican Stock Exchange Share Code: ANB
NYSE ADS Code: BUD
JSE Share Code: ANH
ISIN: BE0974293251
(“AB InBev” or the “Company”)
Anheuser-Busch InBev to Redeem Five Series of Senior Notes due 2018
Brussels, 11 October 2017 -- Anheuser-Busch InBev SA/NV (“AB InBev”) (Euronext: ABI) (NYSE: BUD)
(MEXBOL: ANB) (JSE: ANH) today announced that its wholly-owned subsidiaries Anheuser-Busch InBev
Finance Inc. (“ABIFI”), Anheuser-Busch InBev Worldwide Inc. (“ABIWW”), Anheuser-Busch Companies
LLC (“ABC”) and ABI SAB Group Holding Limited (formerly SABMiller Limited and prior to that SABMiller
plc) (“Holding”, and together with ABIFI, ABIWW and ABC, the “Issuers”), are exercising their respective
options to redeem in full the entire outstanding principal amount of the following series of notes on 10
November 2017 (the “Redemption Date”):
Title of Series of
Notes
Aggregate Principal (collectively, the
Amount “Notes”) Issuer CUSIP Nos.
1.250% Notes due
Anheuser-Busch InBev
USD 1,000,000,000 2018 (the “ABIFI 035242 AC0
Finance Inc.
Notes”)
6.500% Notes due
Anheuser-Busch InBev
USD 626,658,000 2018 (the “ABIWW 035240 AA8
Worldwide Inc.
Notes”)
4.500% Notes due
Anheuser-Busch
USD 200,000,000 2018 (the “4.500% 035229 CS0
Companies, LLC
ABC Notes”)
5.500% Notes due
2018 (the “5.500%
ABC Notes” and
Anheuser-Busch
USD 500,000,000 together with the 035229 DD2
Companies, LLC
4.500% ABC
Notes, the “ABC
Notes”)
6.500% Notes due
ABI SAB Group G77395 AF1
USD 73,342,000 2018 (the “Holding
Holding Limited 78572M AF2
Notes”)
ab-inbev.com 1
The ABIFI notes will be redeemed in full on the Redemption Date at a make-whole redemption price in an
amount equal to the greater of (i) 100% of the aggregate principal amount of the ABIFI Notes and (ii) as
determined by the Independent Investment Banker, the sum of the present values of the remaining
scheduled payments of principal and interest on the ABIFI Notes to be redeemed (not including any
portion of such payments of interest accrued to the Redemption Date) discounted to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus ten basis points, plus accrued and unpaid interest on the principal amount being
redeemed to, but not including, the Redemption Date. Such redemption is pursuant to the terms of the
Indenture, dated as of 17 January 2013, by and among ABIFI, AB InBev, the subsidiary guarantors
named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ABIFI
Indenture”), and capitalized terms used in this paragraph have the meanings assigned to such terms
therein.
The ABIWW Notes will be redeemed in full on the Redemption Date at a make-whole redemption price in
an amount calculated by the Independent Investment Banker, and equal to the greater of (i) 100% of the
principal amount of the ABIWW Notes to be redeemed; and (ii) the sum of the present values of the
applicable Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months or in the case of an incomplete month, the
number of days elapsed) at the Treasury Rate plus forty basis points with respect to the ABIWW Notes,
together with, in each case, accrued and unpaid interest on the principal amount of the ABIWW Notes to
be redeemed to the Redemption Date. Such redemption is pursuant to the terms of the Indenture, dated
as of 16 December 2016, by and among ABIWW, AB InBev, the subsidiary guarantors named therein and
The Bank of New York Mellon Trust Company, N.A., as trustee (the “ABIWW Indenture”), and capitalized
terms used in this paragraph have the meanings assigned to such terms therein.
The ABC Notes will be redeemed in full on the Redemption Date at a make-whole redemption price in an
amount equal to the greater of (i) 100% of the aggregate principal amount of the applicable ABC Notes
and (ii) as determined by a Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on the applicable ABC Notes (not including any portion of such
payments of interest accrued to the Redemption Date) discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate plus twenty-five basis points, plus, in each case described above, accrued interest on the
principal amount of the applicable ABC Notes to the Redemption Date. Such redemption is pursuant to, in
respect of the 4.500% ABC Notes, the terms of the Indenture, dated as of 1 July 2001, by and among
ABC, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A.
as successor trustee to The Chase Manhattan Bank (the “2001 ABC Indenture”), and, in respect of the
5.500% ABC Notes, the Indenture, dated as of 1 October 2007, by and among ABC, the subsidiary
guarantors named therein and The Bank of New York Mellon Trust Company, N.A. (formerly Bank of New
York Mellon Trust Company, N.A.), as trustee (the “2007 ABC Indenture”). Capitalized terms used in this
paragraph have the meanings assigned to such terms in the 2001 ABC Indenture and the 2007 ABC
Indenture, as applicable.
The Holding Notes will be redeemed in full on the Redemption Date at a make-whole redemption price in
an amount equal to the greater of (i) 100% of the principal amount of the Holding Notes and (ii) as
determined by the Independent Investment Bank, the sum of the present values of the applicable
Remaining Scheduled Payments discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of
days elapsed) at the Treasury Rate plus forty basis points with respect to the Holding Notes, together
ab-inbev.com 2
with accrued and unpaid interest on the principal amount of the Holding Notes to be redeemed to the
Redemption Date. Such redemption is pursuant to the terms of the Fiscal and Paying Agency Agreement,
dated as of 17 July 2008, as amended, by and among Holding and The Bank of New York Mellon, as
fiscal agent and London paying agent, and as principal paying agent, registrar and transfer agent (the
“Fiscal and Paying Agency Agreement”), and capitalized terms used in this paragraph have the meanings
assigned to such terms therein.
On the Redemption Date, (i) the Notes will no longer be deemed outstanding, (ii) the Redemption Price
will become due and payable on the Notes and, (iii) unless the Company defaults in making payment of
the Redemption Price, interest on the Notes called for redemption shall cease to accrue on and after the
Redemption Date.
The trustee, the fiscal and paying agent are transmitting to registered holders of the Notes the Issuers’
notices of redemption containing information required by the terms and conditions of the Notes and the
ABIFI Indenture, the ABIWW Indenture, the 2001 ABC Indenture, the 2007 ABC Indenture and the Fiscal
and Paying Agency Agreement, as applicable.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities
nor will there be any sale of these securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
English, Dutch and French versions of this press release will be available on www.ab-inbev.com.
ab-inbev.com 3
ANHEUSER-BUSCH INBEV CONTACTS
Media Investors
Marianne Amssoms Henry Rudd
Tel: +1-212-573-9281 Tel: +1-212-503-2890
E-mail: marianne.amssoms@ab-inbev.com E-mail: henry.rudd@ab-inbev.com
Peter Dercon Mariusz Jamka
Tel: +32 (0) 16 276 823 Tel: +32-16-27-68-88
E-mail: peter.dercon@ab-inbev.com E-mail: mariusz.jamka@ab-inbev.com
Aimee Baxter Lauren Abbott
Tel: +1.646.628.0393 Tel: +1-212-573-9287
E-mail: aimee.baxter@ab-inbev.com E-mail: lauren.abbott@ab-inbev.com
Fixed Income Investors
Gabriel Ventura
Tel: +1-212-478-7031
E-mail: gabriel.ventura@ab-inbev.com
12 October 2017
JSE Sponsor: Deutsche Securities (SA) Proprietary Limited
ab-inbev.com 4
Legal disclaimer
This release contains “forward-looking statements”. These statements are based on the current expectations and views of future
events and developments of the management of AB InBev and are naturally subject to uncertainty and changes in circumstances.
The forward-looking statements contained in this release include, among other things, statements relating to AB InBev’s business
combination with ABI SAB Group Holding Limited and other statements other than historical facts. Forward-looking statements
include statements typically containing words such as “will”, “may”, “should”, “believe”, “intends”, “expects”, “anticipates”, “targets”,
“estimates”, “likely”, “foresees” and words of similar import. All statements other than statements of historical facts are forward-
looking statements. You should not place undue reliance on these forward-looking statements, which reflect the current views of the
management of AB InBev, are subject to numerous risks and uncertainties about AB InBev and are dependent on many factors,
some of which are outside of AB InBev’s control. There are important factors, risks and uncertainties that could cause actual
outcomes and results to be materially different, including the ability to realize synergies from the business combination with ABI SAB
Group Holding Limited, the risks and uncertainties relating to AB InBev described under Item 3.D of AB InBev’s Annual Report on
Form 20-F (“Form 20-F”) filed with the SEC on 22 March 2017. Other unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
The forward-looking statements should be read in conjunction with the other cautionary statements that are included elsewhere,
including AB InBev’s most recent Form 20-F, other reports furnished on Form 6-K, and any other documents that AB InBev has
made public. Any forward-looking statements made in this communication are qualified in their entirety by these cautionary
statements and there can be no assurance that the actual results or developments anticipated by AB InBev will be realized or, even
if substantially realized, that they will have the expected consequences to, or effects on, AB InBev or its business or operations.
Except as required by law, AB InBev undertakes no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
About Anheuser-Busch InBev
Anheuser-Busch InBev is a publicly traded company (Euronext: ABI) based in Leuven, Belgium, with secondary listings on the
Mexico (MEXBOL: ANB) and South Africa (JSE: ANH) stock exchanges and with American Depositary Receipts on the New York
Stock Exchange (NYSE: BUD). Our Dream is to bring people together for a better world. Beer, the original social network, has been
bringing people together for thousands of years. We are committed to building great brands that stand the test of time and to
brewing the best beers using the finest natural ingredients. Our diverse portfolio of well over 500 beer brands includes global brands
Budweiser®, Corona® and Stella Artois®; multi-country brands Beck’s®, Castle®, Castle Lite®, Hoegaarden® and Leffe®; and
local champions such as Aguila®, Antarctica®, Bud Light®, Brahma®, Cass®, Chernigivske®, Cristal®, Harbin®, Jupiler®,
Klinskoye®, Michelob Ultra®, Modelo Especial®, Quilmes®, Victoria®, Sedrin®, Sibirskaya Korona® and Skol®. Our brewing
heritage dates back more than 600 years, spanning continents and generations. From our European roots at the Den Hoorn
brewery in Leuven, Belgium. To the pioneering spirit of the Anheuser & Co brewery in St. Louis, US. To the creation of the Castle
Brewery in South Africa during the Johannesburg gold rush. To Bohemia, the first brewery in Brazil. Geographically diversified with
a balanced exposure to developed and developing markets, we leverage the collective strengths of approximately 200,000
employees based in more than 50 countries worldwide. For 2016, AB InBev’s reported revenue was 45.5 billion USD (excluding JVs
and associates).
ab-inbev.com 5
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